SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES  EXCHANGE ACT  OF 1934



For the 3 month period ended September 30, 2004



Commission file number 000-26235



LION CAPITAL HOLDINGS, INC.



(Name of Small Business Issuer in Its Charter)



Delaware                                      52-2191043

-------------------------------                   -------------------

(State or other jurisdiction of                    (I.R.S. Employer

incorporation or organization)                    Identification No.)





6836 Bee Caves Road, Suite 242, Austin, Texas  78746

---------------------------------------------          ----------

(Address of principal executive office)      (Zip Code)



Issuer's telephone number, including area code (512) 617-6351



Check whether the issuer  (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and  (2) has been subject to such filing requirements for the past 90 days. Yes[X]  No[]
At  September 30, 2004, a total of  130,010,794 shares of registrant's Common Stock were outstanding.



TABLE OF CONTENTS

|PART I     |  | FINANCIAL INFORMATION                                                                 |  | 3 
|---------- |  | ------------------------------------------------------------------------------------- |  | --
|Item 1.    |  | Financial Statements                                                                  |  | 3 
|Item 2.    |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations |  | 7 
|Item 3.    |  | Disclosure Controls and Procedures                                                    |  | 10
|           |  |                                                                                       |  |   
|PART II    |  | OTHER INFORMATION                                                                     |  | 11
|Item 6.    |  | Exhibits, Lists, and Reports on Form 8-K                                              |  | 11
|Signatures |  |                                                                                       |  |   



















































































Part I - FINANCIAL INFORMATION



Item 1. Financial Statements.

The following unaudited Financial Statements for the period ended September 30, 2004, have been prepared by LCHI, Inc..



LION CAPITAL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET

September 30, 2004

(Unaudited)





ASSETS



Current Assets:

Cash

$     475

-----------

TOTAL ASSETS

$   475

=======





LIABILITIES AND STOCKHOLDERS DEFICIT



Current Liabilities:

Accounts payable

$ 1,188,416

Accrued expenses

557,808

Due to shareholders

135,226

Notes payable to related parties

3,594

Deferred gain

322,956

Notes Payable

111,437

-----------



Total Current Liabilities

2,319,437

-----------

Commitments and Contingencies



Stockholders Deficit:

Common stock, $.001 par value, 150,000,000 shares

authorized, 130,010,794 shares issued and outstanding

$    130,011

Additional paid in capital

2,057,646

Retained deficit

(4,506,619

)

-----------

Total Stockholders Deficit

(2,318,962

)

-----------

TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$   475

=======









LION CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

|                                    |            |                    |                  | For the Three Months Ended |            | For the Nine Months Ended |             |           
|----------------------------------- | ---------- | ------------------ | ---------------- | -------------------------- | ---------- | ------------------------- | ----------- | ----------
|                                    |            |                    |                  | September 30,              |            | September 30,             |             |           
|                                    |            |                    |                  | 2004                       |            | 2003                      |             | 2004      
|                                    |            |                    |                  |                            |            |                           |             |           
|Revenues, Net                       |            |                    | $              - |                            | $   62,880 |                           | $    94,000 |           
|                                    |            |                    |                  |                            |            |                           |             |           
|Cost of Sales                       |            |                    | -                |                            | 11,749     |                           | -           |           
|                                    |            |                    |                  |                            |            |                           |             |           
|Gross Profit (Loss)                 |            |                    | -                |                            | 51,131     |                           | 94,000      |           
|                                    |            |                    |                  |                            |            |                           |             |           
|Operating Expenses                  |            |                    |                  |                            |            |                           |             |           
|General & Administrative            |            | 88,314             |                  | 234,630                    |            | 407,302                   |             | 419,239   
|Depreciation & Amortization         |            | -                  |                  | -                          |            | -                         |             | 4,718     
|                                    |            |                    |                  |                            |            |                           |             |           
|Total Operating Expenses            |            | 88,314             |                  | 234,630                    |            | 407,302                   |             | 423,957   
|                                    |            |                    |                  |                            |            |                           |             |           
|Net Operating Income (Loss)         |            | (88,314)           |                  | (183,499)                  |            | (313,302)                 |             | (332,964) 
|                                    |            |                    |                  |                            |            |                           |             |           
|Other Income(Expense)               |            |                    |                  |                            |            |                           |             |           
|Interest Expense                    |            |                    | -                |                            | (6,274)    |                           | (645)       |           
|                                    |            |                    |                  |                            |            |                           |             |           
|Total Other Income(Expense)         |            | -                  |                  | (6,274)                    |            | (645)                     |             | (14,697)  
|                                    |            |                    |                  |                            |            |                           |             |           
|Net Income (Loss)                   |            |                    | $    (88,314)    |                            | $(189,773) |                           | $(313,947)  |           
|                                    |            |                    |                  |                            |            |                           |             |           
|Net Income (Loss) Per Share         |            | $           (0.00) |                  | $  (0.00)                  |            | $    (0.00)               |             | $   (0.01)
|                                    |            |                    |                  |                            |            |                           |             |           
|Weighted Average Shares Outstanding | 94,997,052 |                    | 62,412,317       |                            | 74,350,036 |                           | 57,094,208  |           
|                                    |            |                    |                  |                            |            |                           |             |           
|                                    |            |                    |                  |                            |            |                           |             |           







LION CAPITAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2004 and 2003

(Unaudited)



2004

2003

---------

-----------

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (313,947)

$ (347,661)



Adjustments to reconcile net loss

to net cash provided by (used in

operating activities:

Stock issued for services

116,385

17,000

Stock option expense

0

149,996

Depreciation and amortization

0

4,718

Imputed interest

2,286

7,858

Changes in:

Accounts receivable

25,000

2,486

Note receivable

0

0

Accounts payable

(67,083)

5,645

Accrued expenses

40,595

118,958

---------

---------

NET CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES

(196,764)

(41,000)



Cash Flows from Investing Activities:

Loans to third parties

5,000

(5,000)

---------

----------

Net Cash Provided (Used) by Investing Activities

5,000

(5,000)



CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from shareholder

190,000

43,813

Proceeds from notes payable to related parties

0

0

Payments on notes payable to related parties

(2,233)

(2,833)

Proceeds from notes payable

2,000

5,000

----------

-----------

NET CASH PROVIDED BY (USED IN)

FINANCING ACTIVITIES

189,767

45,980

----------

-----------

NET CHANGE IN CASH

(1,997)

(20)



CASH BALANCES

-Beginning of period

2,472

20

-----------

------------

-End of period

$       475

$       0

========

========



NON-CASH DISCLOSURES:

Stock issued to repay advances from

Shareholder

$ 135,000

$ 0

Stock issued for Services

116,385

0

Stock issued to settle note payable to

related parties

35,028

0



































































































































|Lion Capital Holdings, Inc.                                    
|---------------------------------------------------------------
|Consolidated Statement of Stockholders' Equity                 
|September 30, 2004                                             
|(Unaudited)                                                    
|                                                               
|                                                               
|                                                               
|                                                               
|Balance, December 31, 2003                                     
|                                                               
|January 2004 - Stock issued for services at $0.16 per share    
|                                                               
|August 2004 - Stock issued for notes payable at $.005 per share
|                                                               
|August 2004 - Stock issued for services at $.005 per share     
|                                                               
|August 2004 - Stock issued for payable to shareholder at $.002 
|                                                               
|Net loss for the nine months ended September 30, 2004          
|                                                               
|Balance, September 30, 2004                                    
|                                                               
|                                                               
|                                                               















LION CAPITAL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1  General and Summary of Significant Accounting Policies

The accompanying unaudited interim financial statements of Lion Capital Holdings, Inc. (“LCHI” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in LCHIs Annual Report filed with the SEC on Form 10-KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2003 as reported in the 10-KSB have been omitted.



Stock-Based Compensation.    LCHI accounts for stock-based compensation under the intrinsic value method.  Under this method, LCHI recognizes no compensation expense for stock options granted when the number of underlying shares is known and exercise price of the option is greater than or equal to the fair market value of the stock on the date of grant.



In the nine months ended September 30, 2004, there were no options issued.  Options were accounted for under the intrinsic value method, therefore there was no compensation expense recorded.  See pro forma results below.



The following table illustrates the effect on net loss and net loss per share if LCHI had applied the fair value provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

Nine Months Ended September 30,

2004

2003



Net loss as reported

$ (225,633

)

$

(157,888

)

Less: stock based compensation

determined under fair value based method



(

31,249

)

Pro forma net loss

$ (225,633

)

$ (189,137

)



Basic and diluted net loss

per common share:

As reported

$

(

0.00

)

$

(

0.01

)

Pro forma

(

0.00

)

(

0.01

)

NOTE 2  Common Stock



The Company issued  common stock in the 3 months ended September 30, 2004. See Statement of Shareholders Equity above.





Item 2. Management's Discussion and Analysis or Plan of Operation.



The following is management's discussion and analysis of certain significant factors that have affected the Company's financial position and operating results during the periods included in the accompanying consolidated financial statements. The accompanying unaudited financial statements include all adjustments which in the opinion of management are necessary for a fair presentation and in order to make the financial statements not misleading.



Risk Factors and Cautionary Statements



Forward-looking statements in this report are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company wishes to advise readers that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements, including, but not limited to, the following: the ability of the Company to continue as a viable concern ,uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties, the ability of the Company to obtain financing in order to implement its business plan and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission.



For this purpose, any statements that are not statements of historical fact maybe deemed to be forward-looking statements, including the statements under Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-QSB/A containing the words believes, anticipates, plans, expects and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties.



Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate and actual results may differ from those indicated by the forward-looking statements included in this Form 10-QSB/A. In light of the significant uncertainties inherent in the forward-looking statements included in this Form 10-QSB/A, you should not consider the inclusion of such information as a representation by us
or anyone else that we will achieve such results. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.



Overview and Plan of Operation



You should read the following discussion in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 2004. The consolidated financial statements and related footnotes included herein include the financial statements of Lion Capital Holdings, Inc. Lion Capital Holdings, Inc. (the Issuer or Company or LCHI) was organized under the laws of the State of Delaware in 1999. LCHI has one subsidiary, Capita lCable and Wire, Inc., dba Austin Cable and Wire, which was incorporated in 1997as a Texas corporation.



Austin Cable was acquired by LCHI in 1999 through the sale of a controlling block of its stock, thus making Austin Cable a wholly-owned subsidiary of LCHI. Austin Cable is in the business of assembling copper and fiber optic specialty cables for distribution in the United States.

The Company produced specialty custom cable assemblies and harnesses for various industries. A specialty custom cable or harness assembly is a copper or fiber optic cable with connectors terminated at one or both ends. The specialty custom cable assembly industry is one that services and supplies a variety of other industries, which need wire harnesses and cable assemblies for their products.



In 1999, LCHI also acquired all but one share of TIC Cables Electronica y Suministros, S.A. de C.V., incorporated in Mexico in 1989, thus making TIC a99.99%-owned subsidiary of LCHI. As TIC is engaged in the design and integration of systems for data and LCHIunications in Mexico, LCHI management believed the acquisition would provide strategic competitive advantages, which proved true throughout most of 2000. However, in 2001, due to a lack of control over operations at TIC, the difficulty in the Mexican economy and excessive losses at TIC's facilities in Mexico, LCHI's Board of Directors, in a meeting held September 6, 2001, voted to abandon TIC operations. LCHI has divested itself of its interest in TIC and is in the process of returning all TIC shares to its president, Jesus Aguirre. We have not legally transferred our ownership interest in TIC to Mr. Aguirre, and based on consultation with legal counsel, LCHI does not have any continuing or contingent liabilities related to TIC.



From its inception through mid 2003, the Company was engaged in the business of manufacturing both copper and fiber optic specialty custom cabling for the data and telecommunications industries. In addition to its one subsidiary, Capital Cable & Wire, Inc., the company had aggressively sought acquisitions to further increase its sales in this industry. The Company had not, however, been successful in closing any acquisitions. As such, management, together with the company's board of directors, decided to forgo all such acquisition activities and has corporately decided to shift its core business focus. The Company will no longer be principally engaged in the business of manufacturing copper and fiber optic cables. Capital Cable, dba Austin Wire & Cable, will continue to operate as a subsidiary of Lion Capital Holdings, Inc., and will heretofore account for 100% of the Company's interests in the custom cable industry.



Lion Capital is now seeking, and is in discussions with, a reverse merger candidate based in mainland China. Although Lion Capital has signed a share exchange agreement with Sun Motor, there is no certainty that the transaction will be completed. The management of Lion Capital and their legal council are currently performing their due diligence on Sun Motor and until the management and Board of Directors of Lion capital are completely satisfied that the agreement is in the best interests of the shareholders of Lion Capital, the transaction will not be approved by Lion Capital.



Description of the Business of Sun Motor



Founded in 1990, Sun Motor is now  recognized as a leader in the production of AC and DC micro motors for the application of the toy industry, the automotive industry and the household consumer industry. Their products are sold either under the trade name "Sun Motor" or to the Original Equipment Manufacturers. Unaudited  revenues for the year ended March 31, 2004 are expected to exceed $39 million , with a net profit in excess of $1 million. The company is currently completing its audited financials for the year-ended 2003 and 2004, march 31,The company has 5 manufacturing facilities in mainland China, employing over 4000 people. Total space under manucturing is over 350,000 square feet. The company currently sells to clients located worldwide and include the United States, China and Europe. No one client represents over 10% of the companys gross annual sales..



GOING CONCERN



As shown in the accompanying unaudited financial statements, the Company incurred a net loss of $88,314 during the 3 month period ended September 30, 2004 and, as of that date, the Company's current and total liabilities exceeded its current and total assets by $2,318,962. These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create an uncertainty as to the Company's ability to continue as a going concern. The Company is seeking to raise additional capital through public and/or private placement offerings, targeting strategic partners in an effort to increase revenues, and expanding revenues through strategic acquisitions. The ability of the Company to continue as a going concern is dependent upon the success of capital offerings or alternative financing arrangements and expansion of its operations. The unaudited financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2004, the Company had cash and cash equivalents of $475. We will require additional funding during the next 12 months to finance the growth of our current operations and achieve our strategic objectives. Our management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund our operations through 2004 and 2005. However we cannot make any assurances that such financing will be secured.

RESULTS OF OPERATIONS



Revenues for the 3 and 9 month periods ended September 30, 2004 were $0 and $94,000, respectively, compared to revenues of $62,880 and $117,155 for the same periods ended September 30, 2003.  This decrease is due to the cessation of the companys core business.



Gross profit for the 3 and 9 month periods ended September 30, 2004 were $0 and $94,000. The corresponding periods for 2003 were $51,131 and $90,993, respectively.



General and administrative costs for the 3 and 9 month periods ended September 30, 2004 were $88,314 and $407,302, respectively, compared to $234,630 and $419,239 for the same periods ended September 30, 2003. The decrease is due to the company cutting its overhead costs.



Interest expense for the 3 month period ended September 30, 2004 was $0 compared to interest expense of $6,274 for the same period in 2003.   Interest expense for the 9 month period ended September 30, 2004 was $645 compared to interest expense of $14,697 for the same period in 2003.



For the 3 months ended September 30, 2004 the Company had a net loss of $88,314 compared to a loss of $189,773 for the same period in 2003.  For the 9 months ended September 30, 2004, the Company has a loss of $313,947 as compared to a loss of $347,661 for the same period in 2003.  The decrease in loss for the 3 and 9 month periods is due to lower G&A costs during 2004.



Item 3.  Disclosure Controls and ProceduresWithin the 90 days prior to the date of this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings.  There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.













PART II.  OTHER INFORMATION



Item 6.            Exhibits and Reports on Form 8-K(a) Exhibits.
99        Certification pursuant to 18 U.S.C. § 1350
(b) Reports on Form 8-K.
None.SignaturesThe undersigned officers certify that this Quarterly Report on Form 10-QSB complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such report fairly represents, in all material respects, the financial condition and results of operations of the Company.

|                           |  | LION CAPITAL HOLDINGS, INC.                    
|-------------------------- |  | -----------------------------------------------
|                           |  |                                                
|                           |  |                                                
|Date:    November 18, 2004 |  | /s/ Tim Page                                   
|                           |  | Tim Page, President and Chief Executive Officer
|                           |  |                                                

































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